<PAGE>
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Period Ended September 30, 1998
Commission file number 0-22554
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OPINION RESEARCH CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 22-3118960
- ----------------------------------- ---------------------------
(State of incorporation) (I.R.S. Employer
Identification No.)
23 Orchard Road
Skillman, NJ 08558
- -------------------------------------------- ---------------------------
(Address of principle executive offices) (Zip Code)
908-281-5100
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods that the registrant was
required to file such reports): Yes X No ___________ and; (2) has
----------
been subject to such filing requirements for the past 90 days:
Yes X No _____________
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Common Stock, $0.01 Par Value - 4,193,889 shares as of September 30, 1998
<PAGE>
INDEX
Opinion Research Corporation and Subsidiaries
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets - September 30, 1998
and December 31, 1997
Condensed consolidated statements of income - three and nine
months ended September 30, 1998 and 1997
Condensed consolidated statements of cash flows - nine months
ended September 30, 1998 and 1997
Notes to condensed consolidated financial statements -
September 30, 1998
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Part II. Other Information
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signature
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands, except share amounts)
(Unaudited)
<TABLE>
<CAPTION>
- ------------________________________________________________________________________________
September 30, December 31,
1998 1997
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<S> <C> <C>
Assets
Current Assets:
Cash and cash equivalents $ 1,622 $ 160
Accounts receivable:
Billed 10,610 7,242
Unbilled services 4,777 4,061
------------- ------------
15,387 11,303
Less: allowance for doubtful accounts 201 170
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15,186 11,133
Prepaid and other current assets 3,304 2,215
------------- ------------
Total current assets 20,112 13,508
Property and equipment, net 5,738 5,041
Intangibles, net 2,294 1,316
Goodwill, net 20,973 11,063
Other assets 1,761 1,552
------------- ------------
$ 50,878 $ 32,480
============= ============
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable $ 2,401 $ 960
Accrued expenses 3,204 2,732
Deferred revenues 2,110 4,024
Revolving credit line 9,049 990
Notes payable 2,508 1,251
Other current liabilities 140 285
------------- ------------
Total current liabilities 19,412 10,242
Long term debt 10,000 4,100
Deferred income taxes 396 425
Other liabilities 3,225 1,353
Stockholders' equity:
Preferred stock, $.01 par value, 1,000,000 shares
authorized, none issued or outstanding - -
Common stock, $.01 par value, 10,000,000 shares
authorized, 4,231,747 shares issued and 4,193,889
outstanding in 1998 and 1997 42 42
Additional paid-in capital 13,976 13,976
Retained earnings 3,814 2,677
Treasury stock, at cost, 37,858 shares in 1998 and 1997 (186) (186)
Accumulated other comprehensive income:
foreign currency translation adjustment 199 (149)
------------- ------------
Total stockholders' equity 17,845 16,360
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$ 50,878 $ 32,480
============= ============
</TABLE>
________________________________________________________________________________
See notes to financial statements
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(in thousands, except share and per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
---------------------- -----------------------
<S> <C> <C> <C> <C>
Revenues $ 18,265 $ 14,705 $ 54,905 $ 41,068
Cost of revenues 11,587 8,927 33,825 25,571
---------- --------- --------- ---------
Gross Profit 6,678 5,778 21,080 15,497
Selling, general and administrative expenses 4,543 4,400 14,280 11,682
Depreciation and amortization 936 651 3,138 1,979
---------- --------- --------- ---------
Operating Income 1,199 727 3,662 1,836
Interest expense, net 462 124 1,251 417
---------- --------- --------- ---------
Income before provision for income taxes 737 603 2,411 1,419
Provision for income taxes 337 283 1,124 667
---------- --------- --------- ---------
Income before extraordinary loss 400 320 1,287 752
Extraordinary loss on debt restructuring,
net of tax benefit of $133 - - (150) -
---------- --------- --------- ---------
Net Income $ 400 $ 320 $ 1,137 $ 752
========== ========= ========= =========
Income before extraordinary loss per common share:
Basic $ 0.10 $ 0.08 $ 0.31 $ 0.18
========== ========= ========= =========
Diluted $ 0.09 $ 0.08 $ 0.29 $ 0.18
========== ========= ========= =========
Extraordinary loss on debt restructuring
per common share:
Basic $ - $ - $ (0.04) $ -
========== ========= ========= =========
Diluted $ - $ - $ (0.03) $ -
========== ========= ========= =========
Net income per common share:
Basic $ 0.10 $ 0.08 $ 0.27 $ 0.18
========== ========= ========= =========
Diluted $ 0.09 $ 0.08 $ 0.26 $ 0.18
========== ========= ========= =========
Weighted average common shares outstanding:
Basic 4,193,889 4,143,889 4,193,889 4,143,889
Diluted 4,405,296 4,143,889 4,378,038 4,143,889
</TABLE>
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Nine Months Ended
September 30,
--------------------
1998 1997
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<S> <C> <C>
Net cash provided (used) by operating activities $ (102) $ 825
Cash flows from investing activities:
Payment for acquisitions (12,131) (1,250)
Proceeds from disposal of assets 142 -
Capital expenditures (1,508) (828)
-------- -------
Net cash used in investing activities (13,497) (2,078)
-------- -------
Cash flows from financing activities:
Borrowings under line-of-credit agreements 41,233 12,774
Repayments under line-of-credit agreements (33,174) (10,779)
Issuance of notes payable 20,092 6,073
Repayments of notes payable (12,935) (7,513)
Repayments under capital lease arrangements (155) (167)
-------- -------
Net cash provided by financing activities 15,061 388
-------- -------
Increase (decrease) in cash and cash equivalents 1,462 (865)
Cash and cash equivalents at beginning of period 160 865
-------- -------
Cash and cash equivalents at end of period $ 1,622 $ -
======== =======
- -----------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 1998
(Unaudited)
(in thousands, except per share data)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the nine month period ended September 30,
1998 are not necessarily indicative of the results that may be expected for the
year ending December 31, 1998. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Registrant Company and Subsidiaries' Annual Report on Form 10-K for the year
ended December 31, 1997.
NOTE B - CREDIT FACILITIES
During July 1998, the Company entered into an agreement with a three bank
syndicate for an increased credit facility of $32,000. The credit facility
provides $12,500 of term notes and up to $19,500 of revolving credit. All debt
outstanding as of June 30, 1998 was repaid with proceeds from the new facility.
This new facility is for a three-year term and is secured by substantially all
of the assets of the Company. Availability of funds under the new facility is
based on a multiple of trailing EBITDA. As of September 30, 1998, the Company
has $4,155 of additional available credit.
In conjunction with its new credit facility, the Company recorded an after-tax,
non-cash charge of $150 for the write-off of unamortized loan fees. This charge
is shown as an extraordinary loss from debt restructuring in the second quarter
of 1998.
NOTE C - EARNINGS PER SHARE
In 1997, the Financial Accounting Standard Board issued Statement No. 128,
Earnings per Share. Statement 128 replaced the calculation of primary and fully
diluted earnings per share with basic and diluted earnings per share. Unlike
primary earnings per share, basic earnings per share excludes any dilutive
effects of options, warrants and convertible securities. Diluted earnings per
share is very similar to the previously reported fully diluted earnings per
share. All earnings per share amounts for all periods have been presented, and
where appropriate, restated to conform to the Statement 128 requirements.
<PAGE>
The following table sets forth the computation of basic and diluted earnings per
share for income before extraordinary loss:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended Ended
September 30, September 30,
---------------- ----------------
1998 1997 1998 1997
------ ------ ------ ------
<S> <C> <C> <C> <C>
Numerator:
Income before extraordinary loss $ 400 $ 320 $1,287 $ 752
------ ------ ------ ------
Numerator for basic and diluted
earnings per share $ 400 $ 320 $1,287 $ 752
====== ====== ====== ======
Denominator:
Denominator for basic earnings per share,
Weighted-average shares 4,194 4,144 4,194 4,144
Effect of dilutive stock options 211 - 184 -
------ ------ ------ ------
Denominator for diluted earnings per share
Adjusted weighted-average shares 4,405 4,144 4,378 4,144
====== ====== ====== ======
Basic earnings per share $ 0.10 $ 0.08 $ 0.31 $ 0.18
====== ====== ====== ======
Diluted earnings per share $ 0.09 $ 0.08 $ 0.29 $ 0.18
====== ====== ====== ======
</TABLE>
NOTE D - ACQUISITION OF PRO TEL MARKETING, INC.
Pursuant to an Asset Purchase Agreement dated January 6, 1998, ORC ProTel
("ProTel"), a newly created subsidiary of the Company, purchased certain assets
(not including cash or accounts receivable) and assumed certain liabilities of
Pro Tel Marketing, Inc. The acquisition was accounted for as a purchase and
accordingly, the purchase price was allocated to the assets acquired and
liabilities assumed. The purchase price was comprised of a $10,000 cash payment
and 400,000 options to purchase common shares of the Company's stock, with the
provision that such options may, at the option of the holders, be returned to
the Company for cash payment of $2,000 on the second anniversary of the closing.
The fair value of these options was $1,691 at the acquisition date and was
recorded as other long-term liabilities in the Company's consolidated financial
statements. The fair value of the assets acquired and liabilities assumed was
$632 and $143, respectively. The Company incurred $543 of costs related to the
acquisition. Identifiable intangible assets valued at $1,250 are being
amortized using the straight-line method over a period of five years. The
excess consideration paid over the estimated fair value of net assets acquired
in the amount of $10,495 has been recorded as Goodwill and is being amortized
using the straight-line method over a period of fifteen years. In addition,
over the next three years, the sellers may earn up to an additional $10,000 of
cash payments, contingent upon ProTel achieving certain future targets for
revenues and earnings before interest, income taxes, depreciation, and
amortization.
<PAGE>
The unaudited pro forma results of operations for the nine months ended
September 30, 1997, which assumes the consummation of the ProTel purchase as of
January 1, 1997, are as follows:
<TABLE>
<S> <C>
Revenues $51,633
Net income 1,326
Net income per share:
Basic and diluted $ 0.32
</TABLE>
The pro forma net income includes adjustment for amortization of goodwill and
intangible assets, adjustment of interest expense, and the related income tax
effect of such adjustments.
NOTE E - NEW ACCOUNTING PRONOUNCEMENT
The Company has adopted Statement of Financial Accounting Standards No. 130,
Reporting Comprehensive Income, which establishes standards for the reporting
and disclosure of comprehensive income and its components in the financial
statements. The adoption of this Statement had no impact on the Company's net
income or shareholders' equity. The Company's comprehensive income (loss) for
the three months and the nine months ended September 30, 1998 and 1997, are set
forth in the following table:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended Ended
September 30, September 30,
1998 1997 1998 1997
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net income $400 $ 320 $1,137 $ 752
Other comprehensive income (loss):
Foreign currency translation adjustment 254 (213) 348 (568)
---- ----- ------ -----
Comprehensive income $654 $ 107 $1,485 $ 184
==== ===== ====== =====
</TABLE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
(in thousands)
RESULTS OF OPERATIONS - THIRD QUARTER 1998 AS COMPARED TO THIRD QUARTER 1997
Revenues for the third quarter of 1998 increased $3,560, or 24%, from $14,705 in
the third quarter of 1997 to $18,265 in the third quarter of 1998. This
increase in revenues consists of an increase in US and UK market research
revenue of $1,030, or 8%, a decrease in revenues in Asia of $223, or 23%, a
$1,183 decrease in revenues due to a management decision to abandon a small
start-up telemarketing business in favor of ORC ProTel, and revenues of ORC
ProTel, ORC Mexico, and ORC Taiwan (the "Acquisitions") of $3,936 in 1998.
Gross profit for the three months ended September 30, 1998 was $6,678, an
increase of $900, or 16%, over the same period in 1997. As a percent of
revenues, gross profit decreased to 37% for the third quarter of 1998 compared
to 39% in 1997. Non-acquisition gross profit declined in the third quarter of
1998 by $738, or 13%. The decline in gross profit is principally attributable
to a decrease of $164 in Asia and the discontinuation of the small telemarketing
business which had generated gross profit of $382 in the third quarter of 1997.
The Acquisitions contributed $1,638 of gross profit for 1998. As a percent of
revenues, gross profit for the Acquisitions was 42% for the third quarter of
1998.
Selling, general and administrative expenses increased to $4,543 from $4,400 for
the three months ended September 30, 1998 relative to the same period in 1997.
Non-acquisition SG&A relating to ongoing operations decreased $109, or 3%. The
Acquisitions accounted for an additional $739 of SG&A. As a percent of
revenues, combined SG&A has decreased to 25% for the three months ended
September 30, 1998 from 30% for the comparable period in 1997.
Depreciation and amortization expense increased to $936 from $651 for the three
months ended September 30, 1998, relative to the same period in 1997. Non-
acquisition depreciation and amortization decreased from $651 to $610, or 6%,
from the third quarter of 1997 to the third quarter of 1998. The Acquisitions
accounted for an additional $326 of depreciation and amortization. As a percent
of revenues, the combined depreciation and amortization expense increased from
4% to 5% for the three months ended September 30, 1997 and 1998, respectively.
As a result of all of the above, net income for the Company increased from $320
to $400 for the three months ended September 30, 1997 and 1998, respectively.
<PAGE>
RESULTS OF OPERATIONS - NINE MONTHS YEAR-TO-DATE 1998 AS COMPARED TO NINE MONTHS
YEAR-TO-DATE 1997
Revenues for the first nine months of 1998 increased $13,837, or 34%, as
compared to the first nine months of 1997. The nine month increase in revenues
attributed to non-acquisition growth was $1,384, or 3%. This increase in
revenues includes $2,704 or 7% growth for the US and UK, $81 or 4% for Asia, and
a decrease of $1,401 attributable to the discontinued telemarketing operation.
The Acquisitions for 1998 have accounted for an increase of $12,453.
Gross profit for the nine months ended September 30, 1998 increased by $5,583,
or 36%, from $15,497 in 1997 to $21,080 in 1998. As a percent of revenues,
consolidated gross profit has remained at 38% year over year. Non-acquisition
growth in gross profit relating to ongoing operations was $754 or 5%, inclusive
of a $132 decline in Asia. The Acquisitions for 1998 contributed $5,606 of
gross profit, for which the gross profit percentage was 45%.
Selling, general and administrative expenses increased $2,598, or 22%, from
$11,682 to $14,280 for the nine months ended September 30, 1998, relative to the
same period in 1997. The acquisitions for 1998 have increased SG&A by $2,826 for
this period while ongoing operations have decreased SG&A by $38. As a percent
of revenues, consolidated SG&A has decreased from 28% for the nine months ended
September 30, 1997 to 26% for the comparable period in 1998.
Depreciation and amortization expense increased from $1,979 to $3,138 for the
nine months ended September 30, 1998, relative to the same period in 1997. The
acquisitions accounted for $953, or 82% of the increase in depreciation and
amortization. Additionally, the Company has recorded a write-down of goodwill
associated with the telemarketing operation that was discontinued in 1998. This
write-down of $324 accounted for 28% of the increase in depreciation and
amortization expense. Depreciation and amortization on a consolidated basis has
increased from 5% of revenues in 1997 to 6% in 1998.
The Company recorded an extraordinary loss of $150, net of tax benefits, in the
second quarter of 1998. This non-cash charge is due to the write-off of
unamortized loan origination fees.
As a result of all of the above, net income for the Company increased from $752
to $1,137 for the nine months ended September 30, 1997 and 1998, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used by operations for the first nine months of 1998 was $102.
Investing and financing activities for the first nine months of 1998 included
capital expenditures of $1,508 and payments of $12,131 for ProTel and other
acquisitions. Net of borrowings for acquisitions, the Company increased its
borrowings by $3,085 for the nine
<PAGE>
months ended September 30, 1998. The Company believes that its current sources
of liquidity and capital will be sufficient to fund its long-term obligations
and working capital needs for the foreseeable future.
During July 1998, the Company entered into an agreement with a three bank
syndicate for an increased credit facility of $32,000. The credit facility
provides $12,500 of term notes and up to $19,500 of revolving credit. All debt
outstanding as of June 30, 1998 was repaid with proceeds from the new facility.
This new facility is for a three-year term and is secured by substantially all
of the assets of the Company. Availability of funds under the new facility is
based on a multiple of trailing EBITDA. As of September 30, 1998, the Company
has $4,155 of additional available credit.
YEAR 2000
Year 2000 Readiness Disclosure
The Year 2000 issue concerns the inability of some computer hardware and
software to distinguish between the year 1900 and the year 2000. If not
corrected, the potential exists for computer system failures or miscalculations.
The Company uses computer systems in many aspects of its business, and Year 2000
problems in such systems, if not corrected, could disrupt operations and have an
adverse impact on the Company's operating results.
The Company is also exposed to the risk that one or more of its vendors or
service providers could experience Year 2000 problems that impact the ability of
such vendor or service provider to provide goods and services. To date, the
Company is not aware of any vendor or service provider Year 2000 issue that
would have a material adverse impact on the Company's operations.
Throughout 1998, the implementation of Year 2000 compliance procedures at the
Company has consisted of: compiling information as to the information technology
(IT) and non-IT systems that are sensitive to the Year 2000 problem;
coordinating with clients, vendors, service providers, and other third parties
who are affected by, or may affect, the Company's plans to address the Year 2000
issue. Additionally, analysis of critical systems to determine which systems are
not Year 2000 compliant and evaluating the costs to repair or replace those
systems have been undertaken by the Company. As potential problems are
identified, affected programs have been modified, or are in the process of being
modified by the Company's system support group to ensure future compliance.
The Company intends to complete the testing of Year 2000 compliance of its
critical systems by the end of April 1999, and of the non-critical systems by
June 30, 1999. The Company estimates that approximately $250 will be needed to
modify or replace its existing software and hardware in order to be Year 2000
compliant. Based upon it analysis to date, management believes that the Company
will be able to continue operations in the year 2000 and beyond without a
material adverse effect caused by the Year 2000 problems. However, the Company
may identify unidentified problems during its Year 2000 readiness assessment
that could result in such an effect. A worst case scenario resulting from one or
more of the Company's systems being non-compliant might be an inability to
service one or more of our clients until such problem was corrected.
<PAGE>
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
a) None.
b) Reports on Form 8-K
None.
<PAGE>
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Opinion Research Corporation
--------------------------------
(Registrant)
Date: November 13, 1998 /s/ Douglas L. Cox
----------------- ----------------------------------
Douglas L. Cox,
Chief Financial Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1998 AND THE RELATED CONSOLIDATED
STATEMENTS OF INCOME AND CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANACIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 1,622
<SECURITIES> 0
<RECEIVABLES> 15,387
<ALLOWANCES> 201
<INVENTORY> 0
<CURRENT-ASSETS> 20,112
<PP&E> 5,738
<DEPRECIATION> 0
<TOTAL-ASSETS> 50,878
<CURRENT-LIABILITIES> 19,412
<BONDS> 10,000
0
0
<COMMON> 42
<OTHER-SE> 17,803
<TOTAL-LIABILITY-AND-EQUITY> 50,878
<SALES> 0
<TOTAL-REVENUES> 54,905
<CGS> 0
<TOTAL-COSTS> 33,825
<OTHER-EXPENSES> 17,418
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,251
<INCOME-PRETAX> 2,411
<INCOME-TAX> 1,124
<INCOME-CONTINUING> 1,287
<DISCONTINUED> 0
<EXTRAORDINARY> (150)
<CHANGES> 0
<NET-INCOME> 1,137
<EPS-PRIMARY> 0.31
<EPS-DILUTED> 0.29
</TABLE>
